Report of Foreign Issuer (6-k)
December 10 2018 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of December, 2018
Commission
File Number 001-35591
GRAÑA Y MONTERO S.A.A.
|
(Exact name of registrant as specified in its charter)
|
|
N/A
|
(Translation of registrant’s name into English)
|
Republic of Peru
|
(Jurisdiction of incorporation or organization)
|
|
Avenida Paseo de la República 4667, Lima 34,
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Surquillo, Lima
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Peru
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(Address of principal executive offices)
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Indicate by
check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F
__X__ Form 40-F ______
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes
______ No __X__
If "Yes" is
marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not applicable.
December 10, 2018
Graña y Montero S.A.A. (“Graña”) has notified JPMorgan Chase Bank, N.A.
(“JPMorgan”) of its intention to change the depositary under Graña’s
American Depositary Share (“ADS”) program to The Bank of New York Mellon
(“BNYM”). Graña has elected to change the depositary under this program
in order to increase the pool of potential accounting firms available to
audit Graña’s financial statements for 2019 and future years under the
U.S. PCAOB auditor independence rules. Any eventual decision for the
appointment of Graña’s auditors for 2019 and future years will continue
to be made at a duly convened shareholders’ meeting as required under
Peruvian law.
As a result of this change in depositary, Graña intends to enter into an
Amended and Restated Deposit Agreement with BNYM as depositary, which is
expected to be effective on or about December 31, 2018 (the “A&R Deposit
Agreement”). The A&R Deposit Agreement amends and restates the existing
Deposit Agreement dated July 23, 2013, among Graña, JPMorgan, as
depositary, and the holders from time to time of Graña’s ADSs issued
thereunder (the “Existing Deposit Agreement”).
The complete text of the A&R Deposit Agreement has been filed as an
exhibit to the registration statement on Form F-6 filed with the U.S.
Securities and Exchange Commission on the date hereof. Under both the
Existing Deposit Agreement and the A&R Deposit Agreement, provided an
amendment to the same does not prejudice any substantial existing right
of ADS holders, the ADS holders at the time the amendment becomes
effective are deemed, by continuing to hold their ADSs or any interest
therein, to consent and agree to such amendment and to be bound by the
A&R Deposit Agreement.
Questions relating to the change of depositary and the A&R Deposit
Agreement may be addressed to the Graña Investor Relations Team:
Corporate Affairs Officer
Julia Sobrevilla
Tel.: +511-213-6509
E-mail:
julia.sobrevilla@gym.com.pe
Av. Paseo de la República 4667
Surquillo,
Lima - Perú
Investor Relations Officer
Paola Pastor
Tel.: +511-213-6573
E-mail:
paola.pastor
@gym.com.pe
Av. Paseo de la República 4667
Surquillo,
Lima - Perú
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GRAÑA Y MONTERO S.A.A.
By: /s/ LUIS FRANCISCO DIAZ OLIVERO
Name:
Luis Francisco Diaz Olivero
Title: Chief Executive Officer
Date:
December
10, 2018
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